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Sinopec Engineering Group Co Ltd. — Declaration of Voting Results & Voting Rights Announcements 2015
May 19, 2015
14896_rns_2015-05-18_23bbf669-9d0f-45f9-94c4-c3deaeb05734.pdf
Declaration of Voting Results & Voting Rights Announcements
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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中石化煉化工程(集團)股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 2386)
ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING FOR YEAR 2014
Important Notice:
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There was no objection against or amendment to any of the proposed resolutions at the AGM (as defined below).
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There was no supplementary resolution before the convening of the AGM (as defined below).
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I. Convening and attendance of the meeting
SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) held its annual general meeting for the year 2014 (the “ AGM ”) at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC at 9:00 a.m. on Monday, 18 May 2015. The board of directors of the Company (the “ Board ”) is pleased to announce that the proposed resolutions set out in the Notice of the Annual General Meeting for the Year 2014 and Closure of Register of Members dated 30 March 2015 were duly passed. In this announcement, unless the context otherwise requires, the capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 30 March 2015 (the “ Circular ”).
- For identification purposes only.
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As at the shareholding record date of the AGM (18 April 2015), the total number of issued Shares entitling the holders to attend and vote for, against or abstain from voting on the resolutions at the AGM was 4,428,000,000 Shares. The Shareholders and authorised proxies who actually attended the AGM held an aggregate of 3,505,518,138 Shares carrying valid voting rights, representing 79.17% of the total number of Shares carrying valid voting rights.
As at the date of the AGM, the total number of issued Shares entitling the Shareholders to vote for, against or abstain from voting on the resolutions was 4,428,000,000 Shares. There were no Shares entitling the holders to attend and abstain from voting in favour of any of the resolutions at the AGM pursuant to Rule 13.40 of the Hong Kong Listing Rules. There were no Shareholders who had stated their intention in the Circular to vote against or to abstain from voting in respect of any of the resolutions at the AGM.
The AGM was convened by the Board and chaired by the Vice Chairman of the Board, Mr. LU Dong. The convening of and the procedures for holding the AGM and the voting procedures at the AGM were in compliance with the requirements of the Company Law of the People’s Republic of China and the Articles.
- II. Consideration of the resolutions
The following resolutions were considered and approved, respectively, at the AGM by way of poll.
By way of ordinary resolutions:
- To consider and approve the report of the Board for the year 2014.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,505,469,138 1,000 0 99.999971
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- To consider and approve the report of the Supervisory Committee for the year 2014.
Representing Against Abstain Approval Shares For (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,505,423,638 46,500 0 99.998674
- To consider and approve the audited financial statements for the year 2014.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,505,469,138 1,000 0 99.999971
- To consider and approve the proposed final dividend distribution plan for the year 2014.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,505,469,138 1,000 0 99.999971
- To consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2015.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,505,469,138 1,000 0 99.999971
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To consider and approve the proposed re-appointment of Grant Thornton China (Special General Partnership) and Grant Thornton Hong Kong Limited as the domestic auditor and the international auditor of the Company, respectively, to hold office until the conclusion of the next annual general meeting of the Company and the authorisation to the Board to fix their remuneration for the year 2015.
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Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%)
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Voting results 3,505,470,138 3,505,469,138 1,000 0 99.999971
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To consider and approve the proposed business operation plan, investment plan and financial budget for the year 2015.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,505,469,138 1,000 0 99.999971
- To consider and approve the proposed appointment of a Supervisor.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,494,140,620 11,329,518 0 99.676805
By way of special resolutions:
- To consider and approve the proposed grant to the Board of a general mandate to repurchase Domestic Shares and/or H Shares.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,470,138 3,505,469,138 1,000 0 99.999971
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- To consider and approve the proposed grant to the Board of a general mandate to issue Domestic Shares and/or H Shares.
Representing For Against Abstain Approval Shares (Shares) (Shares) (Shares) (%) Voting results 3,505,518,138 3,154,536,088 350,982,050 0 89.987727
In accordance with the requirements of the Hong Kong Listing Rules, Computershare Hong Kong Investor Services Limited was appointed as the scrutineer in respect of voting at the AGM[note][1] .
Note:
- Computershare Hong Kong Investor Services Limited is the H Share registrar for the Company.
By Order of the Board SINOPEC Engineering (Group) Co., Ltd. SANG Jinghua
Vice President and Secretary to the Board
Beijing, PRC 19 May 2015
As at the date of this announcement, the executive Directors are LU Dong, YAN Shaochun, SUN Lili (employee representative Director) and WU Derong (employee representative Director); the non-executive Directors are ZHANG Jianhua and LI Guoqing; and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.
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